Boeing (BA) executive logs tax-withholding of vested stock units

Rhea-AI Filing Summary

BOEING CO executive Howard E. McKenzie, Chief Engineer & EVP, ET&T, reported a tax-related share disposition. On February 19, 2026, approximately 966 shares of common stock were withheld at $236.71 per share to cover taxes upon vesting of restricted stock units, which was not an open-market transaction.

After this withholding, McKenzie directly held about 22,209 shares of Boeing common stock. He also reported indirect interests represented by units in Boeing common stock funds through a 401(k) plan and the Executive Supplemental Savings Plan, reflecting additional retirement-related exposure to Boeing equity.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider McKenzie Howard E

Role Chief Engineer & EVP, ET&T

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	965.591	$236.71	$229K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 22,209.139 shares (Direct); Common Stock — 1,192.663 shares (Indirect, 401(k) plan)

Footnotes (1)

1. Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction. Ownership in the issuer's 401(k) plan is represented by units in the issuer's common stock fund in the plan rather than shares of common stock. Ownership in the issuer's Executive Supplemental Savings Plan ("ESSP") is represented by units in the issuer's common stock fund in the ESSP rather than shares of common stock.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McKenzie Howard E

(Last) (First) (Middle)

929 LONG BRIDGE DRIVE

(Street)

ARLINGTON VA 22202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BOEING CO [ BA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Engineer & EVP, ET&T

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/2026		F		965.591(1)	D	$236.71	22,209.139	D
Common Stock								1,192.663(2)	I	401(k) plan
Common Stock								4,432.112(3)	I	Executive Supplemental Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.

2. Ownership in the issuer's 401(k) plan is represented by units in the issuer's common stock fund in the plan rather than shares of common stock.

3. Ownership in the issuer's Executive Supplemental Savings Plan ("ESSP") is represented by units in the issuer's common stock fund in the ESSP rather than shares of common stock.

	/s/ Jenn X. Hu, Attorney-in-Fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Boeing (BA) executive Howard McKenzie report?

Howard McKenzie reported a tax-withholding disposition of Boeing common stock. About 966 shares were withheld on restricted stock unit vesting to satisfy tax obligations, at a price of $236.71 per share, rather than being sold in the open market.

Was the Boeing (BA) insider transaction an open-market sale?

No, the transaction was not an open-market sale. Shares were withheld by Boeing to pay taxes upon vesting of restricted stock units, as noted in the footnote, meaning McKenzie did not sell these shares on the public market.

How many Boeing (BA) shares does Howard McKenzie hold after the transaction?

Following the tax-withholding event, Howard McKenzie directly held about 22,209 shares of Boeing common stock. This figure reflects his remaining direct ownership after approximately 966 shares were withheld for tax purposes on vested restricted stock units.

What price per share was used for the Boeing (BA) tax withholding?

The tax-withholding disposition used a price of $236.71 per Boeing share. This price applies to the approximately 966 shares withheld to cover McKenzie’s tax liability arising from the vesting of restricted stock units on February 19, 2026.

Does Howard McKenzie have indirect Boeing (BA) equity exposure through benefit plans?

Yes, McKenzie has indirect Boeing equity exposure through a 401(k) plan and an Executive Supplemental Savings Plan. In both plans, his interest is represented by units in Boeing’s common stock funds, rather than direct shares of common stock held in his name.

What role does Howard McKenzie hold at Boeing (BA) in this Form 4?

In this Form 4, Howard E. McKenzie is identified as an officer of Boeing, serving as Chief Engineer & EVP, ET&T. The filing details his direct common stock holdings and tax-related share withholding linked to restricted stock unit vesting.